8-A12B/A

WisdomTree, Inc.

May 5, 2023

/s/ Marci Frankenthaler

Marci Frankenthaler

Chief Legal Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)


Delaware		13-3487784
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

250 West 34th Street, 3rd Floor New York, NY		10119
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights

The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates:

Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Explanatory Note

This Amendment No. 1 to Form 8-A is being filed by the registrant for the purpose of amending and supplementing the description of the registrant’s securities contained in the Form 8-A filed by the registrant with the Securities and Exchange Commission (the “SEC”) on March 20, 2023.

Item 1. Description of Registrant’s Securities to be Registered.

On May 4, 2023, the Board of Directors of WisdomTree, Inc. (the “Company”) adopted Amendment No. 1 to the Stockholder Rights Agreement (the “Amendment”), effective as of May 4, 2023, to the Company’s existing stockholders rights plan, as set forth in the Stockholder Rights Agreement, dated as of March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”).

The purpose of the Amendment was to amend the definition of “Beneficial Owner,” “Beneficially Own,” and “Beneficial Ownership” to provide that a Person or any of such Person’s Affiliates or Associates who has an agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Rights Agreement presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders (including any adjournments or postponements thereof) will not be deemed a “Beneficial Owner” of, or to “Beneficially Own” or have “Beneficial Ownership” of, any security under Section 1(d)(ii)(B) of the Rights Agreement, as amended, and to provide that a Person will not be deemed a “Beneficial Owner” of, or to “Beneficially Own” or have “Beneficial Ownership” of, any security Beneficially Owned by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has an agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Rights Agreement presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders (including any adjournments or postponements thereof).

The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and the Amendment, each of which is attached hereto as an exhibit and is incorporated herein by reference.

Item 2.

Exhibits.


4.1		Stockholder Rights Agreement, dated as of March 17, 2023, between WisdomTree, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023).

4.2		Amendment No. 1 to Stockholder Rights Agreement, dated as of May 4, 2023, between WisdomTree, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2023).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.